The name of this federation shall be the World Eskrima Kali Arnis Federation USA, also known as WEKAF-USA.

The federation's seal shall be as follows:

In order to change the name or seal of this Organization, a vote of 51% of the active membership is required.

ARTICLE II
PURPOSES

The specific purpose of this organization is to foster both national and international amateur sports competition in Eskrima, Kali, and Arnis. The organization shall conduct regional and national competitions in order to support and develop amateur athletes for international completion at the bi-yearly WEKAF World Tournament. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise,shall be devoted to said purposes.

ARTICLE III
MEMBERSHIP

The federation shall be composed of all clubs, school, associations, organizations or any recognized institution interested in the Filipino martial arts and are willing to embrace its aims and objectives.

Membership in this federation shall consist of :

Charter Members - Those voting and non-voting delegates to the first constitutional convention held June 22nd at Bandalan Martial Arts Headquarters, Hollisters, Califonia. They have neither special privilege nor obligation.

Ordinary Members - All persons or recognized clubs, school, associations, organizations or any recognized institution whose application for membership after the adoption of these by - laws, has been duly approved by the Board of Directors.

Applications for membership must be made on a prescribed affiliation form subject to the acceptance and approval of the majority of the members of the Board of Directors. The application must coursed through

the Regional Office and if there is none then,

through a Charter Member and if there is none then,

through the club/organization/association of the applicant's region which is currently a WEKAF member. If none of the three is available then, the members of the Board of Directors may directly act upon the same.

Annual membership dues that must be paid no later than August 31st of every year shall be assessed on every member as follows:

As a member country, the USA chapter must pay the sum of Twenty – Five dollars to the parent non - profit organization in Cebu, Philippines.

For every member region - the sum of $0 dollars.

For every member school- the sum of $0 dollars.

For every individual member - the sum of $25 dollars, $5 of which is to be passed on to the parent non- profit organization in Cebu, Philippines.

There is no financial penalty for late dues. Members may not be allowed to participate in events until their membership is restored to good standing, however there will be no financial consequences for failing to pay dues.

The dues can only be raised by a quorum of regular members at a Regular Membership Meeting via ballot. This means that 51% of the WEKAF-USA membership would have to agree to raise the amount before the Board could change the membership dues.

Individual Membership Cards shall be annually issued to members who have paid their dues. The first batch of membership cards shall be valid starting from September 1, 2008 and will be expire August 31st of the following year, and so forth, and shall be signed by both the incumbent WEKAF President and the WEKAF-USA President.

Irrespective of the number of members, any club, organization, school or institution can be accepted as an affilliate or member of the federation.

Membership may not be lost when a simple majority of the members of the Board of Directors ( of WEKAF- Cebu or WEKA- USA )approve in a meeting held for that particular purpose for any cause which is international / regional in scope in the opinion likewise of the majority of the Board of Director and / or affects, which they may find valid and just.

ARTICLE IV
MEETINGS

Regular Membership Meeting (Convention) - shall be held at a place designated by the majority of the members of the Board of the Directors and the same shall be made on the Saturday of February of every two years or at about the time the national championship is held unless a different date is fixed likewise by the majority of the members of the Boards of Directors.

Special Meeting - may be called by the President or by order of the majority of the members of the Board.

Notice - of the time and place of annual and special meetings or the members shall be made either through long distance telephone calls or by mail.

Quorum - a simple majority of all the members of record shall constitute a quorum and a majority of such quorum shall decide any question brought up during the meeting.

Order of Business - at the bi - annual meeting of the members shall be as follows:

Proof of notice of the meeting

Proof of the presence of a quorum

Reading of the minutes of the previous meeting

Regional Director Elections

Unfinished business

Other Matters

Voting - Each region shall have one vote only and voting shall be by region and not individually.

Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporations of this corporation, or with provision of law.

ARTICLE V
BOARD OF DIRECTORS

The powers of the federation shall be exercised through its Board of Directors, including the conduct of its business and control and administration of its its properties. The Board of Directors shall be headed by a Chairman of the Board who shall be nominated, elected and to hold office by a simple majority of the in like manner as that of the Executive Officers.

All Board Members must be active members of WEKAF-USA.

On a per region basis, and as part of the regular membership meeting, the members of each region shall elect from among themselves a representative, to be called Regional Director, to sit in the Board of Directors ( i.e. one Director for each Region ). This will be decided by a simple majority of the members of each region present. The membership of the Board of Directors shall therefore consist of all Regional Directors. The incumbent WEKAF-USA Secretary, using the prescribed form, shall officially record the election result of the Regional Directors during the regular membership meeting.

The term of office for the Board of Directors shall be two years or until the new set of Directors is elected and qualified.

Responsibilities of Board Members:

Chairman of the Board - provides leadership to the Board of Directors, who sets policy and to whom the Chief Executive Officer is accountable; chairs meetings of the Board; encourages the Board's role in strategic planning; appoints committees; discusses issues confronting the organization with the Chief Executive Officer; helps guide and mediate the Board's actions with respect to organizational priorities and governance concerns; monitors financial planning and financial reports; plays a leading role in fund raising for the organization ; annually evaluates the performance of the organization in achieving its mission; performs other responsibilities as assigned by the Board.

Board Member - attends all board meetings; makes a serious commitment to participate in WEKAF-USA activities; volunteers for and willingly accepts assignments and completes them thoroughly and on time; is an active participants in the committee's annual evaluation and planning efforts; participates in fund raising for the organization; participates in committees as assigned by the Chairman of the Board; votes on where the national tournament will be held.

Payments to Directors

Directors shall serve without compensation.

A Director, like any member, can be contracted to perform services for the organization at events outside of their Director Duties (i.e. officiating at tournaments, etc...). Any such contracts shall be approved by the Chairman. WEKAF-USA shall not employ members. Any payments for services rendered would result in a 1099 submission at the end of the calendar year.

The powers and duties of the Board are as follows:

To grant affiliation to qualified clubs, organizations, or institutions.

It shall have full control over the finances of the federation.

It shall approve an annual budget

It shall have full power and control and management over the property and assets of the federation, including regional properties and assets.

It shall have the power to enforce the rules, regulations and by-laws of the federation

It shall have the power to appoint officers, clerks and other employees of the federation and to remove, demote or dismiss them.

It shall have the power to collect fees from members of the federation

It shall have the power to adjudicate appeals from the decision of the affiliated associations, organizations or clubs.

It shall have the power to decide where the national tournament will be held from the submitted regional applications.

It shall have the power to take necessary disciplinary actions against affiliated associations or club for conduct inimical against the interest of the federation.

ARTICLE VI
EXECUTIVE OFFICERS

All Executive Officers are to be active members of WEKAF-USA.

The Executive Officers of the federation, and their responsibilities shall be the following:

Chief Executive Officer - supports the operations of the organization and the Board by advising and informing Board members and interfacing between Board and staff ; oversees the design, marketing, promotion, delivery and quality of the services of WEKAF-USA, namely fostering national and international competitors and tournaments; recommends the yearly budget for Board approval and prudently manages the organization's resources within those budget guidelines, according to current laws and regulations; manages the executive officers; assures the organization and its programs and services are consistently presented in a strong, positive image relevant to the mission of the organization; oversees fundraising planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funders, submitting proposals and administrating fundraising records and documentation.

Chief Operations Officers - Carries out the directions of the CEO and Board; negotiates contract terms; recommends strategies to the CEO; establishes and maintains relationships with key community partners; resolves conflicts and facilitates changes in structure of operations to ensure objective fulfillment and swift response to problems and opportunities; conducts surveys on current and new concepts and provides feedback to CEO.

Chief Financial Officer - Manages the finances of the organization; administrates the fiscal matters of the organization ( i.e. pays bills, deposits funds); provides an annual budget to the CEO; ensures; development and Board review of finacial policies and procedures; provides and distributes Profit and Loss statements for every tournament hosted by WEKAF-USA as well as an annual Profit and Loss statement for the organization as a whole.

Chief Administrative Officer - Maintains records of any all WEKAF-USA meetings, Board of otherwise; ensures effective management of the organization's records; files all documents with federal and state agencies to maintain non-profit status; ensures minutes are distributed to members within 7 days of each meeting; is intimately familiar with the articles, bylaws, laws and governmental filings to note applicability during meetings.

Nominees, to be verbally done, for the positionof executive officers shall be any member of good standing duly nominated by at least one Regional Director.

The four executive officers shall be elected by secret balloting by a majority vote of the Board of Directors.

The term of office the Executive Officers shall be four years or until the new set of officers is elected and qualified. This election shall be held at every other Regular Meeting.

Payments to Officers

Officers shall serve without compensation.

An Officer, like any member, can be contracted to perform services for the organization at events outside of thier Director Duties (i.e. officiating at tournaments, etc...). Any such contracts shall be approved by the Chairman. WEKAF-USA shall not employ members. Any payments for services rendered would result in a 1099 submission at the end of the calendar year.

ARTICLE VII
WORLD CHAMPIONSHIP, NATIONAL CHAMPIONSHIP, REGIONAL AND LOCAL
TOURNAMENTS

The WEKAF World Championship is held every two years at a month to be specified by the chosen host country subject to the approval of the majority of the members of the Board of Directors WEKAF.

The WEKAF-USA National Championship shall be held in February of the same years as the WEKAF World Championship. The next USA National Championship shall therefore be held in 2010 unless the majority of the Board of Directors fixes a different date, and every two years thereafter.

The member region wishing to host the event shall make the necessary application, which shall be approved by a majority vote of the Board of Directors.

The chosen host region, shall within six months from the date of approval of application by the Board, submit to the Board of Directors a written plan on how it will conduct the National Championship.

The chosen host region other than the Western Region may, at least one year before the scheduled National Championship, withdraw as host region for whatever reason. In which case, a new host region shall be chosen by a majority of the members of the Board of Directors from among the other applicants or interested countries. In the event and for whatever reason that no other country is willing or will be chosen within six months, the Western Region as a permanent back-up region, shall automatically be the host region.

The withdrawing region shall be suspended from hosting the next two successive National Championships.

Any member may hold a WEKAF-USA sanctioned or recognized tournament, seminar and the like provided that pre-approval, on a standard form, is secured from the Board of Directors. The member who applied for the sanction shall be responsible for reporting said events to the WEKAF-USA Executive Administrative Officer.

An event recognition fee in the sum of 20.00 is to be collected by the WEKAF-USA Treasurer from the member responsible for the event. These funds are to be forwarded to the parent non-profit organization WEKAF in Cebu, pursuant to the Amended Constitution and Code of By-Laws of World Eskrima-Kali-Arnis Federation- Article VI & 8.

ARTICLE VIII
BANK ACCOUNT

The federation shall maintain a bank account in its name and shall render an accounting to the Board of Directors and the members through the Chief Executive Officer and Chief Administrative Officer, per the schedule described in Article IX.

ARTICLE IX
FINANCIAL ACCOUNTING

The WEKAF-USA Treasurer is responsible for providing an accurate financial accounting of the following:

A Quarterly Profit and Loss Statement relative to the Board's Annual Budget

A Quarterly Balance Sheet

A monthly accounting of the bank account statement

Form 1023, the last 3 years of form 990 and Schedule A

Membership Dues

Event Fees passed on to Cebu

Income Statements of Regional and National Tournaments

Income Statement of World Tournaments, if USA is the host country

Scholarships

Membership Benefits

All financial documents are available to any member of the organization or the public at any time. It is the responsibility of the Chief Financial Officer to ensure all requests are accommodated.

The WEKAF -USA website shall provide public access to financial data and reports.

ARTICLE X
SYSTEM OF GRADING, RANKING, AND PROMOTION

All Charter Members shall continue with their present local system of ranking, grading and promoting.

ARTICLE XI
PERMANENT COMMITTEES

The following committees shall be all times maintained by the federation:

Steering Committee- shall handle membership. The membership of the committee shall be chosen by the Chairman of the Board.

Tournament Committee- shall provide competent, qualified judges and referees for Regional, National or World Tournaments. Approves and amends tournament rules. The Tournament Committee shall be chosen by the Chairman of the Board. There shall be a minimum of 5 members ready to provide officiating services at tournaments.

Judges can not be competitors in the same Tournament; however, Referees for sparring can compete in other events.

ARTICLE XII
FILINGS

The Chief Administrative Officer shall be responsible for filing the following forms ( and necessary schedules ) by the dates indicated:

Form 940 January 31st of each year.

Form 944 January 31st of each year.

Form 1120 March 15 of each year.

Form 990

ARTICLE XIIIAMENDMENT OF BY LAWS Amendments to the By Laws shall be made upon the decision of a majority of the members of the Board of Directors.

ARTICLE XIV
DISSOLUTION

This corporation may only be dissolved by a majority vote of the Board of Directors. The Board must adopt a resolution recommending that the corporation be dissolved and direct the Executive Officers to send the State of California the resolution of dissolution, the Articles of Incorporation, the date the resolution went into effect, and an accounting of all properties and monies of the corporation. All assets owned by WEKAF-USA would be donated to another non-profit agency, upon dissolution.